Ancillary obligations, partial spinoffs and restrictions on free transfer

Abstract

The judgment of the Provincial Court of Madrid of 23 October 2015 settles an interesting case concerning interests entailing the obligation to fulfil some ancillary obligation. The question put before the court was whether the company owning the interests had to authonze their transfer if the change in ownership was a consequence of a partial spinoff enacted by the company. The court reasoned that authorization in that case was unnecessary.